EXHIBIT 31.2
                            CAPE SYSTEMS GROUP, INC.
                  OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

I, Nicholas R. Toms, the Chief Financial Officer of Cape Systems Group, Inc.,
certify that:

1.    I have  reviewed  this  quarterly  report on Form  10-QSB of Cape  Systems
      Group, Inc.;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) and
      internal  control  over  financial  reporting  (as defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:


      (a)  Designed  such  disclosure  controls and  procedures,  or caused such
           disclosure   controls  and   procedures  to  be  designed  under  our
           supervision,  to ensure  that  material  information  relating to the
           small business issuer,  including its consolidated  subsidiaries,  is
           made known to us by others within those entities, particularly during
           the period in which this report is being prepared;


      (b)[Omitted pursuant to SEC Release No. 33-8238];


      (c)  Evaluated the effectiveness of the small business issuer's disclosure
           controls and procedures and presented in this report our  conclusions
           about the effectiveness of the disclosure controls and procedures, as
           of the  end of the  period  covered  by  this  report  based  on such
           evaluation; and


      (d)  Disclosed  in this report any change in the small  business  issuer's
           internal  control over financial  reporting that occurred  during the
           small  business  issuer's  most  recent  fiscal  quarter  (the  small
           business  issuer's  fourth  fiscal  quarter  in the case of an annual
           report) that has  materially  affected,  or is  reasonably  likely to
           materially  affect, the small business issuer's internal control over
           financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):


      (a)  All significant deficiencies and material weaknesses in the design or
           operation of internal  control  over  financial  reporting  which are
           reasonably  likely to adversely  affect the small  business  issuer's
           ability  to  record,   process,   summarize   and  report   financial
           information; and

      (b)  Any fraud, whether or not material, that involves management or other
           employees who have a significant role in the small business  issuer's
           internal control over financial reporting.

Date: August 19, 2005

/s/ NICHOLAS R. TOMS
- --------------------
Nicholas R. Toms
Chief Financial Officer